Placing Issue of Shares PDMR Shareholdings REPLACE
8 August 2024
This announcement "PLACING, ISSUE OF SHARES, PDMR SHAREHOLDINGS & TVR -REPLACEMENT" replaces the announcement with the same heading released on 4 December 2023 at 7am under RNS No 4834V.
Due to a recently identified formula error, in the case of shareholdings of Colin Bird, Raju Samtani, Ed Slowey and Dr Evan Kirby shown in the "Director's updated shareholdings" table, there was a difference between the "Current No of shares", "Updated shareholding" and "% of Enlarged Share Capital" as stated, and the correct figures.
These have now been amended in the main announcement and are shown in extracts from the table below.
|
Director |
Correct Current No of Shares |
Incorrect Current No of Shares |
Correct Updated Shareholding |
Incorrect Updated Shareholding |
Correct % of Enlarged Share Capital |
Incorrect % of Enlarged Share Capital |
||||||
|
Colin Bird |
320,000,655 |
328,125,655 |
480,000,655 |
488,125,655 |
4.22% |
4.29% |
||||||
|
Raju Samtani |
118,611,078 |
82,611,111 |
200,611,078 |
164,611,111 |
1.76% |
1.45% |
||||||
|
Ed Slowey |
20,625,000 |
24,000,000 |
44,625,000 |
48,000,000 |
0.39% |
0.42% |
||||||
|
Dr. Evan Kirby |
25,487,449 |
26,368,654 |
44,376,729 |
45,257,934 |
0.39% |
0.40% |
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|
|
|
|
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All other text remains unchanged.
Bezant Resources Plc
("Bezant" or the "Company")
£800K Fundraise to advance metallurgical and technical work in anticipation of the grant of the mining licence
Issue of equity to Directors and consultants in lieu of fees
Total Voting Rights
Bezant (AIM: BZT), the copper-gold exploration and development company, is pleased to announce a fundraising of £800,000 from directors, existing shareholders, and investors to facilitate both its Namibian Hope & Gorob copper gold mining operation and other projects in the Company portfolio. Bezant has achieved significant progress with the development of the Hope & Gorob Project as it advances towards development of a mining operation upon the grant of a mining licence.
In addition, as detailed below and pursuant to authority granted at the Company's Annual General Meeting, the Company will be issuing new Ordinary Shares to Director and PDMRs and consultants to settle accrued fees due to them.
Fundraising:
The Company has raised £800,000 before expenses (the "Fundraising") at 0.025 pence per Ordinary Share (the "Fundraising Price") for the issue of 3,200,000,000 new Ordinary Shares (the "Fundraising Shares") conditional upon admission of the Fundraising Shares to trading on AIM ("Admission"). The Fundraising comprises a placing of 3,032,000,00 new Ordinary Shares (the "Placing Shares") for £758,000 at the Fundraising Price (the "Placing"), via Shard Capital Partners LLP and Novum Securities Ltd, and share subscriptions for 168,000,000 new Ordinary Shares at the Fundraising Price to raise £42,000 (the "Subscription Shares"). The Fundraising includes £15,000 subscribed for by Colin Bird, Bezant's Executive Chairman for 60,000,000 Subscription Shares and £12,000 by Raju Samtani, Bezant's Finance Director for 48,000,000 Subscription Shares together representing 3.38% per cent. of the total Fundraising amount.
Use of Proceeds: The net proceeds from the Fundraising are planned to be used in relation to the following project activities:
i) on the Hope Copper-Gold project in Namibia whilst we await the issue of a mining licence
a) technical and other studies targeting an 8,000 tonnes p.a. open pit and underground copper / gold mining operation in 2024;
b) concluding arrangements for non-equity financing for the mining operation;
c) further engineering design and costing of the proposed processing flow sheet and associated plant;
d) additional metallurgical studies aimed specifically at optimizing both ore sorting and flotation of a high-grade Cu - Au pre-concentrate and the pairing of primary and secondary crushing with dry ore sorting equipment;
e) geotechnical drilling for both open pit and underground detailed design;
f) negotiations with preferred providers of processing plant equipment and a renewable power supply and mining and haulage contracts and;
g) planning drilling to target an increase in the existing 15.2Mt Mineral Resource
ii) on the Kanye manganese project in Botswana a focus on a preliminary in-house Mineral Resource estimation and to plan for follow-up drilling;
iii) on the Mankayan Copper-Gold project in the Philippines to support the Company's 24.2% interest in the project;
iv) on the Eureka project in Argentina to maintain licence holding costs and to continue dialogue with third parties interested in acquiring or earning into the project
and also on corporate overheads and to provide working capital for the Group.
Colin Bird, Executive Chairman of Bezant, commented:
"The focus for the use of the Fundraising proceeds whilst we wait for the granting of a mining licence will be at the Hope & Gorob Project. We are encouraged by the outcome of detailed test work to the extent that we are now able to move towards advanced design of the processing plant and supporting infrastructure. Geotechnical studies for both open pit and underground development together with optimisation of the processing flow sheet and detailed engineering costing will be undertaken to ensure we are able to proceed to mine development and production in the shortest possible timeframe. Further reconnaissance will be undertaken on the exploration licences at Hope & Gorob aimed at demonstrating the opportunity to continue to increase the Mineral Resource. Other projects within the Company's portfolio will also receive attention to ensure continued progress on all fronts. The granting of the Hope & Gorob mining licence and conclusion of non-equity financing for the Project is expected to trigger the rapid development of the mine. We look forward to updating shareholders on all of these activities."
Hope & Gorob Project Development:
Ore sorting test work has been completed using a test plant located at Uis, Namibia. The ore sorting specialist, has completed test work concluding that "there is a very high probability that ore sorting can successfully be employed as a pre-concentration step on the coarse Run of Mine fractions (>10mm)".
Magnetic separation test work on <10mm fines generated during ore sorting has also been independently assessed. The material was found to be amenable to magnetic separation and, depending on magroll settings a Cu upgrade ratio of between 1.5-2.0 times could be achieved in the non-magnetic fraction. Product Cu grades ranged between 3.6-5.2% at Cu recoveries of up to 75-80%. This indicated that a high-grade fines fraction can be produced for initial processing with a low-grade rejects stream stockpiled for potential future processing.
Characterisation flotation test work has also been carried out which concluded, using a two-stage flotation circuit (Rougher - Cleaner) an upgrade ratio of 6 times can be achieved producing a final concentrate of 28 - 30% Cu (+ Au). No elevated levels of deleterious elements could be detected in the final concentrate product.
Renewable power supply options are being considered ahead of selection of a contractor for the implementation of an IPP contract to supply power to the Hope & Gorob mine site and supporting infrastructure.
Community development initiatives have been advanced with highly positive discussions with the Topnaar community, the nearest residents to the Hope & Gorob Project, located approximately 40km from the mine site. Facilitated by the Office of the Regional Governor, Bezant has received positive feedback from the Community and the Company has instructed its external Namibian environmental consultant to discuss proposed community-based projects in more detail.
Engineering design & costing work has enabled the Company to move from a conceptual design to a generally agreed flow sheet and development strategy for the operation.
Negotiations are continuing with specific reference to acquisition of existing infrastructure expected to significnatly reduce upfront capital expenditure and reduce lead time to production by a minimum of 18 months.
Further Details on the Fundraising:
Pursuant to the Fundraising, in aggregate, 3,200,000,000 Fundraising Shares will be issued at the Fundraising Price to certain Directors, existing shareholders and new investors conditional upon Admission. The Fundraising Price represents a discount of 29 per cent. to the closing middle market price of an Ordinary Share of 0.035 pence on 1 December 2023, being the latest practicable date prior to this announcement. Each participant in the Fundraising will also receive one (1) warrant exercisable at 0.06 pence per ordinary share for three years from Admission for each Fundraising Share issued. The Company is also issuing a warrant to its brokers to subscribe for a total of 151,600,000 new Ordinary Shares exercisable at the Fundraising Price for a period of three years from Admission ("Broker Warrants").
The Fundraising Shares represent, in aggregate, approximately 28.1 per cent. of the Company's enlarged issued share capital as enlarged by the issue of the New Shares. The Fundraising Shares will be fully paid and rank pari passu in all respects with the Company's existing Ordinary Shares.
Director & other PDMR Conversion Shares:
In accordance with the authority granted at its Annual General Meeting on 28 July 2023, the Company agreed to settle £64,222 of outstanding remuneration due to its directors, and PDMRs (the "Outstanding Fees") at the Fundraising Price ("Director's Conversion Price") by the issue of 256,889,280 new ordinary shares (the "Conversion Shares") (the "Fee Conversion").
As shown in the table below £44,222 of the Outstanding Fees is owed to directors of the Company (or their service companies) and £20,000 is owed to Quantum Capital & Consulting Limited, a personal service company of Michael Allardice and M Churchouse Consultancy Limited a personal service company of Martyn Churchouse who are persons discharging managerial responsibilities on behalf of the Company.
|
Person |
Period |
Accrued Fees (£) |
Fee Conversion Shares |
|
Colin Bird |
July - Nov 23 |
25,000 |
100,000,000 |
|
Raju Samtani |
July - Nov 23 |
8,500 |
34,000,000 |
|
Ed Slowey |
August - Nov 23 |
6,000 |
24,000,000 |
|
Dr. Evan Kirby |
August - Nov 23 |
4,722 |
18,889,280 |
|
Directors Total |
|
44,222 |
176,889,280 |
|
Michael Allardice |
July - Nov 23 |
15,000 |
60,000,000 |
|
Martyn Churchouse |
July - Nov 23 |
5,000 |
20,000,000 |
|
PDMR Total |
|
20,000 |
80,000,000 |
|
Total Directors and PDMR |
|
64,222 |
256,889,280 |
Consultant Shares
Consultant Shares will comprise 242,000,000 new Ordinary Shares that will be issued to settle £60,500 of fees due to consultants to be issued at the Fundraising Price.
Related Party Transaction - Fundraising
As Colin Bird and Raju Samtani are directors of the Company their participation in the Fundraising is being treated as a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors, being Ronnie Siapno, Dr. Evan Kirby and Ed Slowey, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, consider Colin Bird and Raju Samtani's participation in the Fundraising to be fair and reasonable insofar as the Company's shareholders are concerned.
Related Party Transaction - Conversion Shares
As Messrs. Bird, Samtani, and Slowey and Dr. Kirby are directors of the Company and Mr Allardice is a director of a subsidiary undertaking the issue of Fee Conversion Shares to them is being treated as a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the independent director, being Mr. Ronnie Siapno, having consulted with the Company's Nominated Adviser, Beaumont Cornish Limited, consider the issue of Conversion Shares to Messrs. Bird, Samtani, and Slowey, Dr. Kirby and Mr Allardice to be fair and reasonable insofar as the Company's shareholders are concerned.
Director's update shareholdings:
The table below shows the current shareholdings of Directors and their associates and their shareholdings after the issue of the Fundraising Shares, Conversion Shares and Consultant Shares
|
|
|
Shareholdings |
|
||||
|
Director |
Position |
Current No of shares |
Fundraising Shares |
Conversion Shares |
Updated shareholding |
% of Enlarged Share Capital |
|
|
Colin Bird |
Chairman |
320,000,655 |
60,000,000 |
100,000,000 |
480,000,655 |
4.22% |
|
|
Raju Samtani |
Finance Director |
118,611,078 |
48,000,000 |
34,000,000 |
200,611,078 |
1.76% |
|
|
Ed Slowey |
Technical Director |
20,625,000 |
|
24,000,000 |
44,625,000 |
0.39% |
|
|
Dr. Evan Kirby |
Non Executive |
25,487,449 |
|
18,889,280 |
44,376,729 |
0.39% |
|
|
Ronnie Siapno |
Non Executive |
1,333,334 |
|
|
1,333,334 |
0.01% |
|
Application to trading on AIM:
The Fundraising is conditional on Admission. Application will be made to the London Stock Exchange for the 3,200,000,000 Fundraising Shares, 256,889,280 Conversion Shares and 242,000,000 Consultant Shares (the "New Shares") to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on 18 December 2023.
Total Voting Rights after Fundraising: Following the issue of the New Shares the Company's total issued share capital will consist of 11,380,918,869 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares.
On Admission, the abovementioned figure of 11,380,918,869 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Bezant under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
For further information, please contact:
|
Bezant Resources Plc Executive Chairman |
+27 726 118 724
|
|
Beaumont Cornish (Nominated Adviser)
|
|
|
Novum Securities Limited (Joint Broker) Jon Belliss
|
+44 (0) 20 7399 9400
|
|
Shard Capital Partners LLP (Joint Broker) Damon Heath |
+44 (0) 20 7186 9952
|
|
|
|
or visit http://www.bezantresources.com
Qualified Person:
The technical information contained in this announcement has been reviewed, verified, and approved by Colin Bird, CC.ENG, FIMMM, South African and UK Certified Mine Manager and Director of Bezant Resources plc, with more than 40 years' experience mainly in hard rock mining.
Disclaimer
Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser ("Nomad") to the Company in connection with the matters contained in this announcement, and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the matters set out in this announcement or any transaction, matter or arrangement referred to in this announcement. Beaumont Cornish's responsibilities as the Company's Nomad are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his or her decision to acquire any shares in the Company. Furthermore, Beaumont Cornish has not approved or authorised the release of this announcement in whole or in part, directly or indirectly into The United States, Canada, Australia, Japan or The Republic of South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful.
|
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").
PDMR Notification Forms: The notifications below are made in accordance with the requirements of MAR.
|
||||||||||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|
||||||||||
|
a) |
Name |
Colin Bird |
|
|||||||||
|
2. |
Reason for the Notification |
|
||||||||||
|
a) |
Position/status |
Executive Chairman & Director |
|
|||||||||
|
b) |
Initial notification/amendment |
Initial notification |
|
|||||||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|
||||||||||
|
a) |
Name |
Bezant Resources PLC |
|
|||||||||
|
b) |
LEI |
2138008K9GRXDUVYVK15 |
|
|||||||||
|
4. |
Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|
||||||||||
|
a) |
Description of the Financial instrument, type of instrument |
ordinary shares of 0.002 pence each |
|
|||||||||
|
Identification code |
ISIN: GB00B1CKQD97 TIDM: AIM:BZT |
|
||||||||||
|
b) |
Nature of the Transaction |
Issue of subscription shares for £15,000 |
|
|||||||||
|
c) |
Price(s) and volume(s) |
|
|
|||||||||
|
d) |
Aggregated information Aggregated volume |
Issue of 160,000,000 shares |
|
|||||||||
|
e) |
Date of the transaction |
4 December 2023 |
|
|||||||||
|
f) |
Place of the transaction |
Outside a trading venue |
|
|||||||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
||||||||||
|
a) |
Name |
Raju Samtani |
|||||||||
|
2. |
Reason for the Notification |
||||||||||
|
a) |
Position/status |
Finance Director |
|||||||||
|
b) |
Initial notification/amendment |
Initial notification |
|||||||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
||||||||||
|
a) |
Name |
Bezant Resources PLC |
|||||||||
|
b) |
LEI |
2138008K9GRXDUVYVK15 |
|||||||||
|
4. |
Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
||||||||||
|
a) |
Description of the Financial instrument, type of instrument |
ordinary shares of 0.002 pence each |
|||||||||
|
Identification code |
ISIN: GB00B1CKQD97 TIDM: AIM:BZT |
||||||||||
|
b) |
Nature of the Transaction |
Issue of subscription shares for £12,000 |
|||||||||
|
c) |
Price(s) and volume(s) |
|
|||||||||
|
d) |
Aggregated information Aggregated volume |
Issue of 82,000,000 shares |
|||||||||
|
e) |
Date of the transaction |
4 December 2023 |
|||||||||
|
f) |
Place of the transaction |
Outside a trading venue |
|||||||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||
|
a) |
Name |
Edward Slowey |
||||||
|
2. |
Reason for the Notification |
|||||||
|
a) |
Position/status |
Technical Director |
||||||
|
b) |
Initial notification/amendment |
Initial notification |
||||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
Bezant Resources PLC |
||||||
|
b) |
LEI |
2138008K9GRXDUVYVK15 |
||||||
|
4. |
Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||
|
a) |
Description of the Financial instrument, type of instrument |
ordinary shares of 0.002 pence each |
||||||
|
Identification code |
ISIN: GB00B1CKQD97 TIDM: AIM:BZT |
|||||||
|
b) |
Nature of the Transaction |
Issue of conversion shares to settle accrued fees of £6,000 |
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated information Aggregated volume |
Issue of 24,000,000 shares |
||||||
|
e) |
Date of the transaction |
4 December 2023 |
||||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||
|
a) |
Name |
Dr. Evan Kirby |
||||||
|
2. |
Reason for the Notification |
|||||||
|
a) |
Position/status |
Non-Executive Director |
||||||
|
b) |
Initial notification/amendment |
Initial notification |
||||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
Bezant Resources PLC |
||||||
|
b) |
LEI |
2138008K9GRXDUVYVK15 |
||||||
|
4. |
Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||
|
a) |
Description of the Financial instrument, type of instrument |
ordinary shares of 0.002 pence each |
||||||
|
Identification code |
ISIN: GB00B1CKQD97 TIDM: AIM:BZT |
|||||||
|
b) |
Nature of the Transaction |
Issue of conversion shares to settle accrued fees of £4,722 |
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated information Aggregated volume |
Issue of 18,889,280 shares |
||||||
|
e) |
Date of the transaction |
4 December 2023 |
||||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||
|
a) |
Name |
Michael Graham Allardice / Quantum Capital and Consulting Limited |
||||||
|
2. |
Reason for the Notification |
|||||||
|
a) |
Position/status |
Group Company Secretary / Consulting company of Michael Graham Allardice |
||||||
|
b) |
Initial notification/amendment |
Initial notification |
||||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
Bezant Resources PLC |
||||||
|
b) |
LEI |
2138008K9GRXDUVYVK15 |
||||||
|
4. |
Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||
|
a) |
Description of the Financial instrument, type of instrument |
ordinary shares of 0.002 pence each |
||||||
|
Identification code |
ISIN: GB00B1CKQD97 TIDM: AIM:BZT |
|||||||
|
b) |
Nature of the Transaction |
Issue of conversion shares to settle accrued fees of £15,000 |
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated information Aggregated volume |
Issue of 60,000,000 shares |
||||||
|
e) |
Date of the transaction |
4 December 2023 |
||||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||||
|
1. |
Details of the person discharging managerial responsibilities / person closely associated |
|||||||
|
a) |
Name |
Martyn Churchouse / M Churchouse Consultancy Limited |
||||||
|
2. |
Reason for the Notification |
|||||||
|
a) |
Position/status |
Technical Consultant / Consulting company of Martyn Churchouse |
||||||
|
b) |
Initial notification/amendment |
Initial notification |
||||||
|
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||||
|
a) |
Name |
Bezant Resources PLC |
||||||
|
b) |
LEI |
2138008K9GRXDUVYVK15 |
||||||
|
4. |
Details of the transaction(s):section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
|||||||
|
a) |
Description of the Financial instrument, type of instrument |
ordinary shares of 0.002 pence each |
||||||
|
Identification code |
ISIN: GB00B1CKQD97 TIDM: AIM:BZT |
|||||||
|
b) |
Nature of the Transaction |
Issue of conversion shares to settle accrued fees of £5,000 |
||||||
|
c) |
Price(s) and volume(s) |
|
||||||
|
d) |
Aggregated information Aggregated volume |
Issue of 20,000,000 shares |
||||||
|
e) |
Date of the transaction |
4 December 2023 |
||||||
|
f) |
Place of the transaction |
Outside a trading venue |
||||||
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